Additional Merger Consideration definition

Additional Merger Consideration means, as of any date of determination, without duplication, any purchase price adjustments arising under Section 1.09(a) payable to the Securityholders, the Remaining Escrow Amount, if any, and the Remaining Holdback Amount, if any.

Additional Merger Consideration shall have the meaning set forth in Section 2.11(h).

Additional Merger Consideration means, as of any date of determination, without duplication, the sum of (a) the portion of the Escrow Amount and Administrative Expense Amount paid or payable to the Equityholders pursuant to this Agreement, plus (b) any adjustments arising pursuant to Section 3.04(e) payable to the Equityholders, plus (c) any amounts paid or payable to the Equityholders pursuant to Section 6.11 of this Agreement, plus (d) any other consideration paid or payable to the Equityholders pursuant to this Agreement after the Closing.

Examples of Additional Merger Consideration in a sentence

• Acquisition Co. recognizes that the Stockholders may lose the intended benefit of the Additional Merger Consideration (as provided in the Merger Agreement) if the circumstances causing the Contingent Share Rights to become void occur during the period prior to the Release Date.

• In such event, Acquisition Co. agrees to promptly thereafter issue to each Stockholder the Additional Merger Consideration attributable to such Stockholder’s Company Common Stock unless the circumstances causing the Contingent Share Rights to become void are satisfied following the Release Date (including any extension of the Lock-up Period under Section 2(a) of this Agreement).

• In the event that any Additional Merger Consideration is paid by the Company to holders of Common Stock pursuant to Section 2.02 of the Merger Agreement as of a record date subsequent to the purchase from a Xxxxxx Stockholder of any Note Shares pursuant to this Article 1, the Parent shall pay or cause the Company to pay to such Xxxxxx Stockholder in cash an amount per Note Share equal to the amount of Additional Merger Consideration per share of Common Stock so paid by the Company.

• Additional Merger Consideration shall only be paid to those Persons who receive the Closing Merger Consideration.

• No consideration will be paid for options which have exercise prices in excess of the Closing Merger Consideration plus the Additional Merger Consideration, if any.

More Definitions of Additional Merger Consideration

Additional Merger Consideration means, as of any date of determination, without duplication, the sum of the Final Working Capital Excess, Escrow Funds and Securityholder Representative Retention Amount and any other amounts, in each case, paid or payable to the Effective Time Holders.

Additional Merger Consideration means, as of any date of determination, without duplication, any purchase price adjustments arising under Section 1.12 payable to the Participating Securityholders (including, if applicable, the Escrow Excess Amount) and any amount released to the Paying Agent and the Surviving Company for further distribution to the Participating Securityholders pursuant to Section 9.08(b) and Section 9.08(c), plus the amount, if any, of the Seller Representative Amount returned to the Participating Securityholders by the Seller Representative pursuant to Section 1.07.

Additional Merger Consideration has the meaning set forth in Section 2.4.5(a).

Additional Merger Consideration means, as of any date of determination, without duplication, any purchase price adjustments arising under Section 1.10 payable to the Securityholders.

Additional Merger Consideration means, as of any date of determination, without duplication, the sum of: (i) the portion of the Escrow Amount paid or payable to the Stockholders and Optionholders pursuant to this Agreement and the Escrow Agreement, plus (ii) any consideration paid or payable to the Stockholders and Optionholders pursuant to Section 1.07, plus (iii) the portion of the Representative Holdback Amount paid or payable to the Stockholders and Optionholders pursuant to this Agreement, plus (iv) the portion of the Permitted Disposition Proceeds paid or payable to the Stockholders and Optionholders pursuant to Section 7.02, plus (vi) any other consideration paid or payable to the Stockholders and Optionholders pursuant to this Agreement (other than the Closing Merger Consideration).

Additional Merger Consideration means, as of any date of determination, the sum of: (i) the portion of the Indemnity Escrow Amount paid or payable to the Sellers pursuant to this Agreement and the Indemnity Escrow Agreement, plus (ii) any Purchase Price Adjustments arising under Section 2.05(f) (Purchase Price Adjustments) and 2.05(g) (Purchase Price Adjustments) payable to the Sellers.

Additional Merger Consideration means, as of any date of determination, without duplication, the sum of (a) any payment to the Equityholders contemplated by Section 3.6.5 in respect of an adjustment to the Estimated Closing Merger Consideration, (b) any portion of the Escrow Amount released to the Equityholders pursuant to Section 3.7.1 and the terms and conditions of the Escrow Agreement, and (c) any portion of the Representative Fund released to the Equityholders pursuant to Section 3.7.2 and Section 10.14.3.